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The Exit Strategy: Why the End Defines the Beginning

·1382 words·7 mins·
Ben Schmidt
Author
I am going to help you build the impossible.

There is a specific kind of silence that happens in a boardroom when a deal falls apart.

I witnessed this recently with a founder we can call Sarah. Sarah had built a marketing analytics firm that was generating five million dollars in annual recurring revenue. She had decent margins. Her team was loyal. The product worked.

She wanted to sell because she was tired.

After six months of due diligence, the potential acquirer walked away. They did not just lower the price. They left the building entirely.

The reason was not her revenue. It was not her churn rate. It was something she had decided five years prior, back when she was just a team of two working out of a spare bedroom.

She had built the entire infrastructure of the company around her specific personal network and her specific oversight. There was no transferable value without her in the operator seat. She thought she was building a business. In reality she had built a high-paying, stressful job that she could never quit.

This is the paradox of the exit strategy.

Founders often think about the exit as the final chapter of a book. They believe it is something you write once the story is finished. But an exit strategy is actually the outline you create before you write a single word.

If you do not know the ending, you are liable to write yourself into a corner.

The Difference Between an Asset and a Job

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When we talk about building something of value, we have to look at it clinically. A business is an asset. An asset is something that generates value independent of the owner’s direct, hourly labor.

If the revenue stops when you go on vacation, you do not have an asset.

This distinction matters even if you plan to run your company for thirty years. The disciplines required to make a business sellable are the exact same disciplines required to make a business runnable.

It forces you to answer uncomfortable questions about your operations.

Are your processes documented?

Is your intellectual property legally protected and separated from your personal assets?

Is your customer acquisition channel dependent on your personal reputation?

When you begin with the end in mind, you stop optimizing for your personal comfort and start optimizing for transferability. You stop being the hero of the story. You start being the architect.

Three distinct paths

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Not all exits look the same. The operational decisions you make today will effectively lock you into one path and lock you out of the others.

We can categorize these into three primary buckets.

  • The Strategic Acquisition. This is when a larger company buys you because you solve a specific problem for them. They want your technology or your team. If this is your goal, your code needs to be clean. Your IP needs to be bulletproof. Revenue matters less than integration potential.

  • The Financial Exit. This is selling to Private Equity or a financial buyer. They care about one thing. Cash flow. They want EBITDA. If this is your goal, you need to be ruthless about margins and operational efficiency. You cannot spend wildly on R&D that does not pay off immediately.

  • The Public Offering (IPO). This is the path of massive scale. It requires rigorous governance, audited financials, and a predictable growth engine. It is a path of high compliance.

Here is where it gets tricky.

You cannot optimize for all three at once.

If you optimize for a strategic acquisition by pouring all your cash into bleeding-edge tech, you will likely destroy your EBITDA. That makes you unattractive to a financial buyer. If you optimize for cash flow to please a financial buyer, you might stop innovating, making you irrelevant to a strategic buyer.

You have to choose a lane.

The Cap Table Conundrum

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We need to talk about equity. This is the mechanical backbone of your exit.

Early in a startup, equity feels like Monopoly money. It is easy to give away five percent here to an advisor or ten percent there to an early co-founder who ends up leaving three months later.

This is a mathematical disaster waiting to happen.

When you eventually reach that exit event, every percentage point on your capitalization table is a legal contract that dictates how the pie is split. I have seen founders reach a ten million dollar exit only to walk away with less than they would have made working a minimum wage job for the last five years because of liquidation preferences and bad equity management.

Liquidation preferences are terms that investors use to ensure they get paid back first. If you raised money on terms that were too aggressive because you were desperate for cash, you might have signed away your future upside.

Planning your exit means treating your equity like gold from day one. It means vesting schedules for everyone. Even you.

It implies creating an environment where alignment is forced through legal structures, not just handshakes.

The Knowns and the Unknowns

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We can look at the data and see trends, but there are massive variables we cannot control.

We do not know what interest rates will be in five years. Interest rates directly correlate to the multiples buyers are willing to pay. When money is expensive, valuations drop.

We do not know what technological shifts will render your current product obsolete. The arrival of large language models is currently wiping out entire categories of SaaS businesses that looked invincible two years ago.

So how do you plan for an exit in a chaotic environment?

You build for optionality.

Building for optionality means keeping your burn rate low so you are not forced to sell at a fire-sale price when cash runs out. It means maintaining clean books from the very first transaction so you can pass due diligence in weeks, not months.

Most deals die in diligence. Time kills all deals. If you have to spend three months cleaning up your data room, the buyer has three months to change their mind or for the market to crash.

The Emotional Toll of the Exit

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There is a human element here that we cannot ignore. We often talk about business as a machine, but it is run by people with egos and fears.

Selling a business is an identity crisis.

If you have spent a decade telling everyone you are the CEO of this company, who are you the day after the wire transfer hits?

Many founders sabotage their own exits because they are subconsciously terrified of this void. They pick fights over minor contract terms. They overvalue the business to an irrational degree.

They are looking for a reason to stay because staying is safe. Staying is known.

This brings us back to Sarah.

When her deal fell apart, it forced a reckoning. She realized she had to fire herself from the daily operations to save the company. She had to spend the next two years rebuilding the organization to function without her.

It was painful. It required hiring expensive operators. It meant her profit margins took a hit in the short term.

But two years later, she did not just have a business. She had a machine.

She eventually sold. The number was different than the first offer, but the check actually cleared.

Beginning Now

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You do not need to have a signed letter of intent to have an exit strategy.

You just need to ask yourself a simple question every time you make a major decision.

Does this decision increase the value of the enterprise, or does it just increase my personal workload?

If you are building a product, are you building it on proprietary tech that adds value, or borrowed platforms?

If you are hiring a team, are you hiring people who need to be managed, or people who can manage?

The answers to these questions are the bricks you use to build your exit.

It is not about checking out. It is about checking the foundations to ensure they can hold the weight of what you are trying to build.

Build it so you can keep it forever. Build it so you can sell it tomorrow. Ironically, the steps for both are almost exactly the same.